CHIASMA,INC.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CHIASMA,INC.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Mamluk Appointment to the Board

On June15, 2017, following the 2017 Annual Meeting of
Stockholders (the Annual Meeting) of Chiasma, Inc. (the Company),
the Board of Directors of the Company (the Board) appointed Roni
Mamluk, Ph.D. to the Board. Dr.Mamluk will serve as a ClassIII
director of the Company, to hold office until the date of the
annual meeting of stockholders following the year ending
December31, 2017 or until her earlier death, resignation or
removal.

In accordance with the Companys Non-Employee Director
Compensation Policy (the Policy), the Board granted Dr.Mamluk an
option to purchase 26,000 shares of the Companys common stock at
an exercise price equal to the closing market price per share of
the Companys common stock on the NASDAQ Stock Market on the date
of grant. The options will vest in equal annual installments over
a three-year period, subject to such Dr.Mamluks continued service
on the Board. In addition, Dr.Mamluk will receive cash
compensation in accordance with the Policy and execute a
customary director indemnification agreement.

Dr.Mamluk, age 50, served as the Companys Chief Development
Officer from March 2015 to March 2017 and has served as a
director of Chiasma (Israel) Ltd. (Chiasma Israel) since April
2017. Dr.Mamluk served as Chief Executive Officer of the Company
from April 2013 to March 2015 and held various roles in the
Company from 2006 to April 2013, including Chief Operating
Officer and Vice President, Research and Development. She also
served as a member of Board from April 2013 to March 2015. Prior
to joining the Company, Dr.Mamluk established and led nonclinical
research and development at Adnexus Therapeutics, Inc. Dr.Mamluk
received her B.A. and Ph.D. from the Hebrew University. She
completed her post-doctoral fellowship at Childrens
Hospital/Harvard Medical School in the field of angiogenesis.

There are no arrangements or understandings between Dr.Mamluk and
any other person to which Dr.Mamluk was appointed as a member of
the Board. There are no family relationships between Dr.Mamluk,
on the one hand, and any director, executive officer or any other
person nominated or chosen by the Company to become a director or
executive officer, on the other. There are no related person
transactions (within the meaning of Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission) between
Dr.Mamluk, on the one hand, and the Company, on the other.

Mamluk Services as Director of Chiasma (Israel) Ltd.

to Dr.Mamluks employment agreement with Chiasma Israel, as
amended, previously filed by the Company with the SEC, Dr.Mamluks
employment as the Companys Chief Development Officer terminated
on March31, 2017 (the Separation Date). In connection with the
termination of her employment, on the Separation Date, Dr.Mamluk
and Chiasma Israel entered into a Separation Settlement and
Release (the Separation Agreement). to the Separation Agreement,
in exchange for a release in favor of the Company and Chiasma
Israel, Dr.Mamluk was entitled to receive (i)a pro rata annual
recreation payment of 1,764 NIS, (ii)payment of accrued but
unused vacation totaling 139,514 NIS, (iii) 12 months of base
salary and the prior year bonus in the amount equal to 1,209,600
NIS payable in July 2017, and (iv)a stay bonus of 120,960 NIS
payable in July 2017. In addition, Dr.Mamluk would be appointed
to the Board of Directors of Chiasma Israel on April1, 2017.

In connection with her appointment to the Board of Directors of
Chiasma Israel, Dr.Mamluk and Chiasma Israel entered into a
Director Agreement on April1, 2017 (the Director Agreement). to
the Director Agreement, Dr.Mamluk will devote 20% of her time to,
among other things, service on the Chiasma Israel Board of
Directors, active participation in senior management team
meetings, strategic input on regulatory/clinical development of
Mycapssa andTPE-relatedproducts or programs; and other services
as reasonably requested by Chiasma Israel. For these services,
Dr.Mamluk will be paid $6,825 per month. If Dr.Mamluk is
terminated without Cause (as defined in the Director Agreement),
the post-termination exercise period for all stock options
granted to Dr.Mamluk prior to December14, 2016 shall be extended
until the earlier of two years from the date Dr.Mamluk no longer
serves as a director of Chiasma Israel or the expiration date of
such options.

The foregoing descriptions of the Separation Agreement and the
Director Agreement are only summaries and are qualified in their
entirety by reference to the full text of the agreements, copies
of which have been filed hereto as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference. In
addition, a press release dated June19, 2017 announcing
Dr.Mamluks appointment to the Board of Directors of the Company
and Chiasma Israel is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

The following proposals were submitted to the stockholders at the
Annual Meeting:

(i)The election of two ClassII directors, as nominated by the
Board, each to serve a three-year term expiring at the 2020
Annual Meeting of Stockholders and until his successor is duly
elected and qualified, or until his earlier death, resignation or
removal; and

(ii)The ratification of the appointment of Deloitte Touche LLP as
the independent registered public accounting firm of the Company
for its fiscal year ending December31, 2017.

The proposals are described in detail in the Companys Proxy
Statement filed with the Securities and Exchange Commission on
April25, 2017.

The number of shares of common stock entitled to vote at the
Annual Meeting was 24,359,584.The number of shares of common
stock present or represented by valid proxy at the Annual Meeting
was 19,183,850.All matters submitted to a vote of the Companys
stockholders at the Annual Meeting were approved and all director
nominees were elected.

The number of votes cast for and against and the number of
abstentions and broker non-votes with respect to each
matter voted upon are set forth below:


(a)
Election of ClassII Directors.

DirectorNominee
VotesFor

VotesWithheld


Todd Foley

14,023,959 862,580


Bard Geesaman, M.D., Ph.D.

14,170,900 715,639

There were
4,297,311 broker non-votes regarding the election of
directors.


(b)
Ratification of the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for
the fiscal year ending December31, 2017.

Stockholders
ratified the appointment of Deloitte Touche LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017.The results of the voting included
18,988,483 votes for, 178,706 votes against and 16,661 votes
abstained. There were no broker non-votes regarding this
proposal.

Item9.01
Financial Statements and Exhibits


(d)
Exhibits


Exhibit No.


Description

10.1 Separation Agreement by and between Chiasma (Israel) Ltd. and
Roni Mamluk, Ph.D., effective as of March31, 2017
10.2 Director Agreement by and between Chiasma (Israel) Ltd. and
Roni Mamluk, Ph.D., effective as of April1, 2017
99.1 Press Release of Chiasma, Inc., dated June19, 2017.



CHIASMA, INC Exhibit
EX-10.1 2 d414026dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Separation Settlement Agreement and Release This Separation Agreement (the “Agreement”) is entered effective as of 31 March 2017,…
To view the full exhibit click here

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